Nayax Ltd.

09/29/2026 | Press release | Distributed by Public on 09/29/2026 09:26

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ben-Avi David
2. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CTO and Co Founder
(Last) (First) (Middle)
C/O NAYAX LTD., 3 ARIK EINSTEIN
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026
(Street)
HERZLIYA
4. If Amendment, Date Original Filed (Month/Day/Year)
09/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 09/22/2026 P(1) 1,554 A $43.182(2) 6,591,702 D
Ordinary Shares 09/23/2026 P(1) 700 A $43.0726(2) 6,592,402 D
Ordinary Shares 09/24/2026 P(1) 100 A $42.0906(3)(5) 6,592,502 D
Ordinary Shares 09/24/2026 P(1)(4) 500 A $44.0302(3)(6) 6,593,002 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ben-Avi David
C/O NAYAX LTD.
3 ARIK EINSTEIN
HERZLIYA
X CTO and Co Founder

Signatures

/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact 09/29/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares purchased in the open market
(2) The purchase price was paid in New Israeli Shekels (NIS). The exchange rate in effect on the transaction date was 3.017 ILS to $1.00.
(3) The purchase price was paid in New Israeli Shekels (NIS). The exchange rate in effect on the transaction date was 3.047 ILS to $1.00.
(4) Represents purchase in the open market on the Tel Aviv Stock Exchange on September 24, 2026. This purchase transaction was not reported in the original Form 4 filed on September 24, 2026 due to an administrative oversight.
(5) Represents the weighted average purchase price of shares purchased in multiple transactions at prices ranging from $42.0742 to $42.1070. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(6) Represents the weighted average purchase price of shares purchased in multiple transactions at prices ranging from $43.9449 to $44.1090. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

Remarks:
This Form 4/A amends the Form 4 originally filed on September 24, 2026 (Accession Number 0001976408-26-000864). This amendment is being filed solely to add a purchase transaction of 600 shares that was not included in the original Form 4 due to an administrative oversight. Except as set forth herein, the original filing remains unchanged
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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